IC 8-4-16
    Chapter 16. Consolidation of Certain Railroads

IC 8-4-16-1
Authority for operation
    Sec. 1. Any railroad or other company organized under the lawsof this state, or of this state and any other state or states, and owningor operating, or authorized by its charter to construct or acquire, arailroad, bridge or tunnel, either wholly within or partly within andpartly without this state, may consolidate its capital stock, franchisesand property with the capital stock, franchises and property of anyother railroad, tunnel or bridge company or companies organizedunder the laws of this state, or of this state and any other state orstates, or of any other state or states, or may merge or be merged intoany such other company, whenever the two (2) or more railroads ofthe companies so to be consolidated or merged, their tunnels, bridgesor branches or any part thereof, or the lines or routes of their roadsif not constructed, shall or may connect either directly or over theintervening line or lines of any one (1) or more railroad companies,and any such consolidated or surviving company may thereafterconstruct or finish the construction of such line of railroad if notpreviously constructed, and may operate the same, subject to all theprovisions of law applicable to such railroad company.
(Formerly: Acts 1937, c.59, s.1; Acts 1955, c.342, s.1.)

IC 8-4-16-2
Joint agreement; stocks and bonds
    Sec. 2. Such consolidation or merger shall be made in thefollowing manner:
        (1) The directors of the companies proposing to consolidate ormerge may enter into a joint agreement, under the corporateseal of each company, for the consolidation or merger of suchcompanies, and prescribing the terms and conditions thereof,the mode of carrying the same into effect, the name of the newcompany in the case of a consolidation or of the company thatis to survive in the case of a merger, the number and names ofthe directors and other officers thereof, and in case of aconsolidation who shall be the first directors and officers of thenew company and their places of residence, and either theamount of the authorized capital stock of the new or survivingcompany and the number and par value of the shares of whichit is to consist or, if the new or surviving company is to issueshares without par value or shares of more than one (1) class,the statements required in such case by IC 8-4-1-1, and themanner of converting into the capital stock of the new orsurviving company, or of otherwise disposing of, the capitalstock of each company, the capital stock of which is to be soconverted or disposed of, and how and when the directors shallbe chosen, with such other details as they shall deem necessaryto perfect such consolidation or merger; provided, however, that

in case of a merger it shall not be necessary for such jointagreement to contain the provisions above specified with regardto the directors and officers and capital stock of the survivingcompany unless, and then only to the extent that, changes inrespect to such matters are to be made by such mergeragreement. Such joint agreement may also provide for the issueof shares of the capital stock of the new or surviving companyin exchange for or conversion of bonds or other evidences ofdebt of each, all or any of the companies so consolidated ormerged and may prescribe the manner, terms, and conditions ofeffecting such exchange or conversion. But in no case shall thecapital stock, bonds, and other evidences of debt of thecompany formed by such consolidation or of the survivingcompany in case of a merger, including any shares of its capitalstock issued in exchange for or conversion of bonds or otherevidences of debt as herein provided, exceed the sum of thecapital stock, bonds, and other evidences of debt of thecompanies parties to such consolidation or merger, at the parvalue thereof or, in the case of stock without par value, theamount of the consideration received therefor or the amount ofthe stated capital applicable thereto if greater than the amountof such consideration. Nor shall any bonds or other evidencesof debt be issued as a consideration for such consolidation ormerger. If any of the companies parties to such consolidation ormerger is a corporation organized under the laws of any otherstate or states, or of any other state or states and this state, thejoint agreement herein provided for may fix the location of theprincipal office of the new or surviving company in any of saidstates.
        (2) If the holders of outstanding shares of stocks of any of thecompanies parties to such joint agreement representingtwo-thirds (2/3) (or such greater proportion as the articles ofassociation, consolidation, or merger under which suchcompany was formed may require) of the voting power of allthe stock of such company entitled to vote thereon shall byconsent in writing, acknowledged as are deeds entitled to berecorded and endorsed upon or annexed to such jointagreement, signify their assent thereto, it shall be deemed andtaken as the adoption of such agreement by and on behalf ofsuch company. If such agreement shall not be assented to inwriting by stockholders of any of the companies parties thereto,as provided in this section, such agreement shall be submittedto the stockholders of such company at a meeting thereof calledfor the purpose of considering the same. Due notice of the timeand place of holding such meeting, and the object thereof, shallbe given by such company to its stockholders by written orprinted notices addressed to each of the persons in whose namesthe capital stock of such company stands on the books thereof,and delivered to such persons respectively or sent to them bymail if their postoffice address is known to the company, at

least thirty (30) days before the time of holding such meeting,and also by a general notice published at least once a week forfour (4) weeks successively in some newspaper published in thecity, town, or county where such company has its principaloffice or place of business. At such meeting of stockholders,such agreement shall be considered and a vote by ballot takenfor the adoption or rejection of the same and if the votes of theholders of outstanding shares of stock of such companyrepresenting at least two-thirds (2/3) (or such greater proportionof said articles may require) of the voting power of all the stockof such company entitled to vote thereon, present and voting inperson or by proxy, shall be for the adoption of such agreement,then that fact shall be certified thereon by the secretary orassistant secretary of such company, under the seal thereof.When such agreement shall have been consented to or adoptedby stockholders of each of the companies parties thereto, asprovided in this section, such agreement, or a certified copythereof, shall be filed in the office of the secretary of state andshall thenceforth be deemed and taken to be the agreement andact of consolidation or merger of the companies parties thereto,and thereafter such companies shall be one (1) company by thename provided in such agreement, but such act of consolidationor merger shall not release such new or surviving company fromany of the restrictions, liabilities, or duties of the severalcompanies parties to such consolidation or merger.
(Formerly: Acts 1937, c.59, s.2.) As amended by P.L.62-1984,SEC.71.

IC 8-4-16-3
Vesting of rights, privileges, and franchises in new or survivingcompany; bond
    Sec. 3. Upon the consummation of such consolidation or merger,all the rights, privileges, exemptions, and franchises of each of thecompanies, parties to the same, and all the property, real, personal,and mixed, and all the debts due on whatever account to any of them,as well as all stock subscriptions and other things in action belongingto any of them, shall be taken and deemed to be transferred to andvested in, or to remain vested in, such new or surviving company,without further act or deed; and all claims, demands, property, rightsof way, and every other interest shall be as effectually the propertyof the new or surviving company as they were formerly of thecompanies parties to such consolidation or merger; and the title to allreal estate, acquired by deed or otherwise, under the laws of thisstate, vested in any of such companies, parties to such consolidationor merger, shall not be deemed to revert or be in any way impairedby reason of this chapter or anything done by virtue thereof, but shallbe or remain vested in the new or surviving company by virtue ofsuch consolidation or merger. And it shall be lawful for any railroadcompany formed on or after June 7, 1937, by the consolidation ofone (1) or more railroad companies organized under the laws of this

state, or under the laws of this state and any other state or states, withone (1) or more railroad companies or corporations organized underthe laws of any other state, or the laws of this state and any otherstate or states, or in the case of a merger of any such companies forthe surviving company, to issue its bonds for the purpose of payingor retiring any bonds theretofore issued by any of said companiesparties to such consolidation or merger, or for any purpose and to theamount authorized by the laws of the state or states under which anyof said companies was organized, and to secure the same bymortgage upon its real or personal property, or both, franchises,rights, and privileges, whether within or without this state, andsubject to the remedies for the enforcement of the same under thelaws of any of said states. Any such consolidated or survivingcompany shall have the same right as any other railroad companyorganized under the laws of this state to confer on the holders of anybonds issued by it the right to convert the same into capital stock ofthe company. Nothing in this chapter shall be construed to compelany bondholder to accept payment in whole or in part for any bondor bonds held by him or to surrender the same before they shallbecome due.
(Formerly: Acts 1937, c.59, s.3.) As amended by P.L.62-1984,SEC.72.

IC 8-4-16-4
Survival of actions; creditors' rights; liens; survival
    Sec. 4. The rights of all creditors of, and all liens upon theproperty of, any of such companies, parties to such consolidation ormerger, shall be preserved unimpaired, and the respective companiesshall be deemed to continue in existence to preserve the same, and alldebts and liabilities incurred by any of such companies shallthenceforth attach to such new or surviving company, and beenforceable against it and its property to the same extent as ifincurred or contracted by it. No actions or proceedings in which anyof said such companies is a party shall abate or be discontinued byreason of such consolidation or merger, but may be conducted tofinal judgment in the name of such company, or such new orsurviving company may be, by order of the court, on motionsubstituted as a party.
(Formerly: Acts 1937, c.59, s.4.)

IC 8-4-16-5
Repealed
    (Repealed by P.L.1-1989, SEC.75.)